When the Levee Breaks
by Aisling-Siobhan
Summary: The Chitauri won. Manhattan crumbles in the wake of the invasion, people keep dying, the Avengers fall or run away, and in the midst of it all Loki goes AWOL. He's not ruling like he intended nor gloating: just gone. In his place is the Other. He searches for Loki and the missing Avengers, who just so happen to find each other first. AU. Frostiron.
1. Prologue 00

I saw the title of this (song lyrics, by the way, see the note) used for a Supernatural gif set and all I could think of when I listened to the song was: the Avengers lost… So, here it is. I couldn't help myself.

"**When the Levee Breaks**"

**Disclaimer: ** The Avengers, Tony, Loki, etc belong to Marvel, Stan Lee, et co. I make no money from this and own nothing, don't sue.

**Summary: ** [Tony/Loki] The Chitauri won. Manhattan crumbles in the wake of the invasion, people keep dying, the Avengers fall or run away, and in the midst of it all Loki goes AWOL. He's not ruling like he intended nor gloating: just gone. In his place is the Other. He searches for Loki and the missing Avengers, who just so happen to find each other first.

**Warnings:** Slash. Loki/Tony. During-Avengers. Angst. AU ending. Frostiron. Feels. My first multi-chaptered Frostiron! Mind control. Apocalyptic type world. Thanos you beautiful bastard.

**Rating: ** NC-17.

**A/N**: Someone needs to start stopping me…

**Full Title: ** When the Levee breaks and Manhattan sinks, there won't be water fit to drink. Lyrics from Take That: S.O.S. That song makes me think of bad, bad things happening.

_XXX_

**Words: ** 1,704

**Prologue / 00**

Loki watched as everything fell apart.

He had crawled his way out of the hole the Hulk had created using his body as the tool, fingers curled and teeth gritted against the pain as he had gotten to his feet, shaky but standing tall. He lent now against the broken window frame, the very one the Man of Iron had been thrown through, and that Loki had been blasted back from in turn. Outside, the Chitauri fought on, mindless drones like bees doing the bidding of their master despite their own resulting deaths being the only outcome. Loki had made it so that Thanos would not win this war.

Soon, Selvig would turn off the portal. Soon the Chitauri will be helplessly at the mercy of the Midgardians and the Leviathans will falls from the sky as the portal closed, cutting them off from their mothership and the magic of their ruler.

Perhaps sooner than he had thought, Loki thought, eyes narrowing at a speck of red in the distance that made its way towards the portal above Manhattan. Iron Man was a blur of red and gold, something white along his back, tiny in the distance and flying so very fast that even Loki had trouble figuring out what the mortal was carrying. And then he was inside of the portal, disappearing into the black vastness of space, and Loki turned away from the window.

It was time to go.

The sceptre was lost to him, and that was a good thing. It had interfered with his mind far more than Loki had allowed for, twisting his thoughts and desires and making him act impulsively. He hadn't wanted Thanos to win, no, but _he_ had wanted to win and this farce was nothing like Loki had planned for. This was a mess, best left to the commoners to clean up, so with a flash of green light Loki disappeared.

_XXX_

Natasha touched the sceptre's tip to the edge of the device Selvig had built. The doctor was lying unconscious on the ground, feet dangling over the edge of the destroyed balcony, but body saved from a fall by what was left of the wall. She watched him instead of the portal, waiting for the order to close it and knowing she wouldn't be able to if she didn't see Tony fall through it first.

But there he was! The one person who could be bet on to do the impossible was beating the odds yet again. Iron Man fell, but he didn't slow down or stop, but Natasha was too busy closing the portal to notice that.

The Hulk noticed, and he climbed buildings to catch the other man, cradling him carefully in one arm as he slammed back down into the ground (creating yet another crater). With the portal closed, Natasha dropped the sceptre and moved quickly to kneel beside Erik. Selvig didn't stir when she shook him, but shouting over the comms device she was wearing distracted her from rousing the man anyway.

"What do you mean it's not closed?" Natasha asked, pressing one finger to the device in case she wasn't wearing it right and had misheard. "I closed it myself."

"It's opening up again," Steve's voice said. Natasha peered over the side of the building, and there he was, a speck of white and blue spandex standing out amidst the ruins of Manhattan, side by side with a green behemoth and a Thunder God. Tony was still down, suit worse for wear, parts of it dented or missing, but Natasha could see him moving even as he lay there. Probably complaining, she thought.

Almost as one, the five of them turned their eyes to the sky. Above their heads, the portal that had just been closed _was_ slowly opening up again. There was no bright beam of light from Selvig's device, but when Natasha moved closer to it again she could see the Tesseract pulsing with blue and white light alternatively.

"Self-sufficient," a voice said from behind her. She didn't startled though; she knew the sound of Clint's feet like they were her own, and she had heard him coming long before he spoke.

"How do I turn it off?"

"You don't," Selvig groaned, half curled up on the floor. His head was in his hands and his knees were up against his chest and he moaned into his palms, desperate and wild sounding before he composed himself. Hands shaking still, he stood, reaching for the sceptre that Natasha easily kicked up into her own hands so that she could hand over to him. He touched the tip to the device again and when that didn't work all of the fight seemed to go out of him. He sank to his knees, his entire body trembling, from fear or from shock Natasha wasn't sure, but she could hear Clint's teeth chattering behind her, the way they did when he was afraid but too stubborn to admit it. "You can't."

"Last time it turned itself on Loki came through, eighty people died and the compound and surrounding desert area imploded." Clint's voice was low and strained, and Natasha allowed herself to step back just enough that their feet could touch. It wasn't a particularly comforting gesture, but Clint's shoulders relaxed a fraction nonetheless. "See if Tony can genius something up real quick? That portal is opening a lot faster than the last one."

Natasha spoke over her comms at the same time Clint did on his. The result was Tony frantically shouting back at them, words more like white noise since Hulk ripped his faceplate and ear piece off of him, words garbled and voice desperate. All they could make out were the curse words, and it was Selvig's sudden prayer for mercy that made the assassins look back at the sky.

The portal was open.

And something _big _was coming through it.

_XXX_

The Revenge paved the way through the portal. The ship was magnificent, in a cold and frightening way: large and black, with silver spikes along the top and bottom of the vessel to prevent other ships from getting too close; a long nose, curved in the middle until it rose up like a horn, pointed and sharp; it was fat in the middle, with a long thick tail, shaped like one of the Leviathan but four times as large. It was made solid and well, impenetrable, the only one of his fleet to have survived the mortals _delightful_ weapon.

Thanos rode on the head of it, one hand on the horn on the bow and the other curled around a sceptre similar to the one he had gifted Loki with. His was larger though, longer with a thicker handle, and the shard of the Tesseract at its tip was the size of his fist. Purple skin looked dry and cracked as his fingers curled and uncurled around his staff, knuckles cracking with anticipation. He stood with his legs spread and his knees bent to brace himself as the ship glided down. It moved like a snake, slithering across the sky until it was hovering over the three gathered Avengers, and then the tail came up and in, moving around until it was hooked on the horn at the front, turning the Revenge into an ouroboros.

It was an unbroken circle of spikes and guns, of Chitauri who wriggled from the gaps like fleas through hair, jumping ship. They fell to the Earth, some catching themselves on the edges of buildings and some flying down in their chariots, but Thanos stayed where he was, like an Emperor on his throne or a gladiator on a chariot of his own, far more impressive and far more deadly than the others'.

"People of Midgard!" Thanos roared. Magic amplified his voice, so that those trapped beneath buildings or hidden safely out of reach of the fighting could still hear him. His hood was pulled back, revealing a purple face, skin peeling around his mouth, nose and eyes, pulled and torn by every movement, and a bald head. He had no eyebrows, no eyelashes, and he looked severe rather than comical because of it. Red eyes were narrowed, mouth curled up into a self-important smirk, and his nostrils flared at the stench of fear that had permeated the air as his Chitauri set about their work.

"Look to me as your leader!" Beneath him, the Chitarui took hold of whoever they could catch. One finger against the mortals' foreheads had their eyes turning blue and their resistence crumbling like the buildings around them. They felt no fear, no apprehension, no hatred. There was only obedience now, swifter and easier than Loki's sceptre, and harder to resist for it didn't claw its way inside like Loki had, a parasite that the body wanted to force out, but rather it petted gently at the mind's protections, waited until the mind was curious, interested, and then it slipped inside, twining together and bonding, until they were as they had ever been. But changed. All of them had been changed, shaken and scrambled and changed, and none of them even realised it, because while Clint had known he hadn't wanted to do things (that he just couldn't stop himself despite how he wanted to stop) these people only knew obedience. They _wanted_ to do, because Thanos had told them to.

"Loki is no longer your God. I am." A faint cheer sounded on the ground, a handful of the mind controlled people surprised and excited by the announcement that they should have known was coming. "This world is mine." Thanos raised both arms in the air until they were held at his sides, palm facing outward and the sceptre still in the other hand tip pointed at the growing crowd beneath him. "All non-useful humans will be killed on sight."

The people below him were quick to kneel. They dropped simultaneously, like puppets cut from their strings with one fast slash of a knife, to their knees, heads bowed until their foreheads touched the ground. They called him 'master', they called him 'lord', but Natasha who was still watching from Stark Tower called him "Monster!"

**XXX**

Well. I wasn't going to post this until it was at least half-written, but I wanted to know if anyone was actually interested in me continuing? It'll have 20 chapters in total, and it's all planned out…

But I have exams coming up, so I won't be updating on any sort of regular basis for a while.


	2. Chapter 01

This is un-beta'd and I haven't had a chance to proof read it since I wrote the last scene, so hopefully it's ok. But I really have to go to bed now! Enjoy…

**Words: ** 2,732

**Chapter 01**

It started with a soft fall of rain. But the droplets weren't wet. The rain that fell from the sky was less water, more gel-like; thick and sticky and it turned hard when it touched the ground. It only fell in certain places, an invisible line that separated New York from New Jersey, and then onto the other side, keeping them away from the sea and the Hudson river. It came with a mist, like ice in the air that stuck to people's vacant faces that they didn't care enough about to wipe away and so it never melted; just clung there, sliding down and down until it hit the ground, sticking to the gel rain that had fallen before it. It would take a while, weeks at least, before there was enough to the substance to create a wall, but Thanos already had his people waiting, lined up along the border of Manhattan and New York, as far as New Jersey and Rhode Island, waiting with linked arms to keep anyone from entering.

Or leaving.

Nick Fury didn't know any of this though. He was too high up in the sky to be able to see it, and the people he had on the ground were no longer responding to his calls. Their comms units might have been broken, they might have been knocked off during the earlier fighting; Fury was willing to believe in anything that didn't mean that the Avengers had been defeated. Hell, even if they were ignoring him, that would be fine! As long as they weren't dead. The Avengers were the Earth's last chance of hope, the last line of defence, the pièce de résistance as it were. Without them, Fury might as well fly the Helicarrier over to Thanos' floating ring of doom and hand over control of the State of New York, followed swiftly by the rest of the country and perhaps the whole world.

There were the Fantastic Four, admittedly, but they usually only rescued kittens from trees and small children who chased their balls under cars. The X-Men were pretty busy dealing with Magneto's attempts to replace all the humans with Mutants and they were all mostly kids anyway, not someone you'd want to rely on in an alien-led fire-fight.

Nick didn't know what had happened to the Avengers. After Tony had stopped the nuclear missile, and had fallen back through the portal, that had been it. The Tesseract had turned itself back on again, and any sort of communication the Helicarrier had had with the ground had fizzled out, as if it were being interfered with, like the Tesseract was keeping him from overhearing her plans. But that was crazy! Just because Selvig thought the cube had a mind of its own, didn't mean it did, but that didn't rule out the possibility of Loki using magic to keep Nick out of the loop.

And so he switched to plan D (A being killing Loki before the Tesseract was in use, B being killing Loki after he turned off the Tesseract and C was the Avengers turning it off themselves): working on the assumption that the Avengers had been neutralized and that _he_ had become the thing that stood between the continuation of human existence and extinction, and he got himself and the Helicarrier the hell out of dodge.

Fury was fortunate to have done so. Because Thanos didn't wait for the gel-like rain to fall enough to build a wall. Instead, he sent the Other to the ground, flying his way from the Revenge to hover over the waiting crowd of thralls on his very own chariot, with his own staff in one hand. From the tip of it came a flash of blue light, and on top of Stark Tower the Tesseract flashed in harmony, like two hearts beating to the same time. It wasn't light that flowed out of the sceptre though, but more of the gel, sticky and thick, but it was fluid at the same time. It swirled and curled its way through the air, like a snake dancing to its master's pipe. Charmed: like the people were. Mesmerized into behaving a certain way.

As the gel creeped its way out of the tip of the staff, the Other began to fly along the border, allowing the people waiting beneath him to reach up to cup handfuls of the substance. They pat their portion of the gel into place, like builders tapping flat the edges of a wall they've concreted, before adding the next handful of bricks. Over and over, until the gel towered over the people all along one side of Manhattan, blocking the sea. People collapsed as they worked, but like the Great Wall of China, this wall was built over them too. The gel seemed to eat them, multiplying where it touched their skin and eating away until bone was left, until bone too became more gel. And people built with what was left of their friends or lovers or whoever the dead had been while the Other watched.

The Helicarrier was on the other side of that wall, floating, hidden by clouds, above Washington, New Jersey. They hadn't wanted to fly too far away, but Fury hadn't wanted to get too close either. They didn't know what was happening, they couldn't see what was happening, though the SHIELD technicians on board were doing all they could to restore power to the failed engine and fix whatever virus Barton had shot into the mainframe. Without his one good eye, Nick Fury needed all the help he could get; at this point, he'd even settle for the antiquated backup systems they'd had before Stark worked it over.

_XXX_

Nick might not have known what was going on, but that didn't mean the Avengers didn't. They weren't out for the count like Fury secretly feared, but they weren't going to be able to do much good in the state they were in either. Natasha and Clint managed to browbeat Selvig into helping them dismantle the Tesseract's new and improved container, which unfortunately meant asking Jarvis to shut himself down so it couldn't reply on its stolen arc reactor power supply. They were quick about it, but not quick enough. Thor touched down on the roof barely a minute after Jarvis had gone silent and the lights had gone out. The backup generator had turned on by the time Iron Man joined them, with Steve half-terrified as he clung tightly to the suit's neck. The face plate was gone so Natasha had no problem deciphering the horrified look on Tony's face that didn't quite match the pissed off tone of voice when he asked, "what the fuck, guys?" and pointed wildly at the smashed in balcony.

Small tremors made the loose masonry shudder in place, and Clint reached out quickly to steady Erik who looked about ready to pitch over the side of the Tower. The Hulk was making his way towards them, running across the ground at first and then launching himself into the air so that he was climbing up the side of the building like a green King Kong. His fists were bigger than Natasha remembered as they curled around what was left of the balcony, using it to keep himself steady, feet pressed flat to the wall beneath them, as he hung there watching them watch him.

"Hulk smash puny God again?" He offered, more than asked, but the answer was still a resounding 'yes'. At least in Tony's mind. Thor vetoed that though, and together they all shuffled their way through what had been Stark's brand new headquarters and now was probably going to be condemned as unsafe. Well, you know, if the local authorities had the time for that what with the alien invasion going on outside.

"He's gone," Clint stated calmly, the first to notice that the Loki shaped hole in the floor was no longer filled by Loki. He was a little too calm, but Tony had other things to worry about to care, because Jarvis wasn't responding.

"We had to shut him down to extract the Tesseract. I deemed it a lesser risk than the likelihood of more ships following the first one through the portal." Natasha was calm too, stony faced and straight backed, and Tony was too exhausted to argue with her.

"Right," he said after a sigh, "it'll probably be easier that way." He disappeared down a flight of stairs without another word and no one knew enough about him personally (other than Natasha who had been his PA for almost a year) to risk following him.

They waited in silence, discussing the pros and cons of Loki's disappearance. Ideas ranging from, he's running with his tail between his legs (from Clint who remembered how wrecked Loki looked every time the Other shared a vision with him) to he's off sucking Thanos' cock (also from Clint who was probably never going to get over Loki mind-fucking him) were a little less believable than Steve's soft-spoke suggestion that Loki was probably regrouping what was left of the Chitauri, waiting for another chance to take them out. In the end, there was nothing they could do about any of the possible Loki scenarios without some major back up, so they only idea that Steve wanted to focus on was the one where they figured out how to rescue civilians and join up with the rest of SHIELD simultaneously.

"We'll have to split up," Natasha realised, because they couldn't all do both of those things at once and expect to get anywhere. They'd be spotted and stopped, shot in the backs as they ran, unable to fight back at such a disadvantage.

"Take it in turns?" Clint was talking to Natasha, about something else entirely Steve thought though he didn't question.

"No. I'll do it. You attempt a rendezvous with Nick. See what you can do." She turned, when the others did, to watch Tony sweep back into the room. There was a small black chip caught between finger and thumb of one hand, the size of a fingernail, but it glittered as the light caught it. "What's that?"

"Say hello to Jarvis." Tony was wearing a new suit, and in the other hand he held a metal suitcase, like a toolkit rather than a folded up spare suit, and Natasha chuckled darkly at the thought that came into her mind. If Stark had managed to build the Mark I in a cave full of scraps, imagine what he could build under pressure with his _own_ materials at hand? Loki wouldn't know what had hit him when Tony finally managed to.

"We're leaving," Steve informed Tony curtly. "We're going to split up. Gather reinforcements; lay low until the Director can get back in contact with us."

"When I have Jarvis up and running again making contact will be no problem. Just got to give me a bit of time, this suit is a prototype. Gotta tweak a few bits first, is all." He turned to the Hulk and raised a pointed eyebrow. "You might wanna shrink down again, big guy, you'll draw way too much attention like that. Green is such a flamboyant colour," he teased, wiggling his eyebrows as he did.

On his way out of the door, Tony reached for a bottle of whiskey, managing to fit in into his tool case, though the rattling noise it made was rather worrisome. Fuck, but he hoped the bottle didn't break before they got where they were going. He was definitely going to need a drink after they day he'd had!

When Bruce was back to his usual size, one hand holding up his trousers, Tony waved him down the corridor. "Gather a couple spares. You'll probably need them."

Natasha was the last to leave. "See you in two days," she told them softly as one by one they left Stark Tower.

Tony went first, suited and booted with his toolcase in one hand and Jarvis in the other, confident that the Chitauri wouldn't be able to mind control him if they caught him. "If I get the comms. up and running by then," Tony had replied jokingly, turning his head to glance over his shoulder, winking before sliding down the face plate.

Steve followed afterwards, shield held in front of his chest as he cast wary glances around the edges of doors and buildings.

Clint was next. He didn't waste more than a minute on the ground, running to a fire escape ladder and using it to scale the building. He worked better from above anyway, as he'd always said.

Bruce had a handful of sweatpants, kindly liberated from Tony's bedroom, rolled up in his arms. He had changed into a pair too, discarding his torn trousers in the Tower. He ran in the direction Tony had gone, following the light of the arc reactor until Tony ducked into an alley that Bruce didn't really fancy being cornered in, and so he went the opposite way. He'd find someone to help maybe, someone to hide or heal so he wouldn't have to focus on how scared he was, or how confused, or how angry that made him.

Thor caught up to Steve fairly quickly. He was trying to uncover a man hole, the sounds of screaming from below having drawn his attention. Rubble pinned it closed, but with Thor's help they had it cleared in less than five minutes. There was no one in that particular part of the sewer though; the voices were further off, closer to the collapsed entrance of the subway, but both paths would eventually meet up, a service door would connect them somewhere. Steve went to jump in first, fully intending on finding those people and helping them get out of the sewers at least, if not New York too. But Thor's attention was on the pack of Chitauri making their way towards them around the side of the bank - or what was left of it.

"Come, friend Steve!" Thor all but roared, "we must fight!"

"No, we're outnumbered and we have to help those people, before someone else finds them." Steve pulled his legs out of the hole, and jumped to his feet quickly. His hand was on Thor's arm before the God could separate his hammer from his belt.

"I am no coward!" Thor frowned angrily at the notion, scowling furiously as Steve sighed loudly in response. "I am not afraid to fight a battle that I might not win. I will face them, alone if I must, and should I perish I will take my place amongst my ancestors in Valhalla, having fought and died with honour!"

Steve tightened his grip on Thor's arm, as he tried to wrench it away. Thanks to Dr Erskine's serum, Steve was strong enough to resist Thor's pull and managed not to fall flat on his face.

"It doesn't matter if you win the fight. That's not winning. Winning is about picking your battles, Thor, not just fighting them. You've gotta make the right choice. That's winning." Steve reasoned, one hand trying to pull Thor closer to the manhole. "We help those people, we still win. We get to live, and meet up with the others in two days like we planned, and then we can kick some alien butt."

Thor didn't look pleased, but he stopped trying to free his arm. Steve waved a hand at the man hole. "You first," he offered kindly.

"I do not agree with you, but I admit that it would be a disservice to our brothers and sister-in-arms to continue the fight without them. They deserve to... kick alien butt as much as we do."

"Yeah," Steve sighed, rolling his eyes, "sure." It was just like dealing with the Howling Commandos during one of their 'I'm manlier than you' arguments; Steve had forgotten how much he hated those, but looking at Thor's churlish expression before he jumped through the hole and into the sewer, Steve had forgotten how much he had missed them too.

Captain America followed the Thunder God, making sure to pull the cover closed behind him. He'd see the other Avengers in two days, wherever Tony told them to meet, but until then, Steve didn't want any Chitauri straying after them.

**XXX**

Hope you all enjoyed it! I'm going away for a week, so I won't be brining any of my study notes which means I'll have to do twice as much when I get back eak! But I try and write a bit of something here and there just to keep me from losing the will to live!


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